SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DeFerie Suzanne S

(Last)

(First)

(Middle)

11 CHURCH STREET

(Street)

ASHEVILLE

28801

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASB Bancorp Inc [ ASBB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2017		D		42,980	D	⁽¹⁾	0	D
Common Stock	10/01/2017		D		5,741	D	⁽¹⁾⁽³⁾	0	I	By ESOP
Common Stock	10/01/2017		D		31,190.8598	D	⁽¹⁾⁽⁴⁾	0	I	By 401(k) Plan
Common Stock	10/01/2017		D		10,277	D	⁽¹⁾	0	D
Common Stock	10/01/2017		D		5,000	D	⁽¹⁾	0	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$15.712	10/01/2017		D			74,544	02/05/2014⁽²⁾	02/05/2023	Common Stock	74,544	⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger and Reorganization, dated May 1, 2017, between First Bancorp ("FBNC") and the issuer, pursuant to which the issuer was merged with and into FBNC effective October 1, 2017 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for the right to receive 1.44 shares of FBNC common stock or $41.90 in cash, subject to the total consideration in the Merger being 90% stock / 10% cash. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of issuer common stock.

2. This option, which provided for the vesting in five equal annual installments beginning on February 5, 2014, the first anniversary of the date of the award, was cancelled in the Merger in exchange for a gross cash payment of $1,952,158.27. The cash payment was determined by multiplying (i) the number of shares of the issuer's common stock subject to such stock option (ii)$41.90 per share less the exercise price per share under such stock option.

3. As of the date of this Form 4, the calculations related to the election and proration procedures set forth in the Merger Agreement have not been received by the Reporting Person. Accordingly, it is not possible at this time to determine the form of merger consideration to be received by the Reporting Person.

4. Since the reporting person's last report, 39.6589 shares have been deducted.

	Cindy E. Hamrick, Attorney-In-Fact	10/03/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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